Livzon Pharmaceutical Group Inc.

000513

CNE0000002Y8

Pharmaceuticals

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Livzon Pharmaceutical : PROPOSED ADOPTION OF THE FIRST PHASE OWNERSHIP SCHEME (DRAFT) AND ITS ADMINISTRATIVE MEASURES UNDER THE MEDIUM TO LONG-TERM BUSINESS PARTNER SHARE OWNERSHIP SCHEME

April 14, 2021 at 06:25 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc.*, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

麗珠醫藥集團股份有限公司

LIVZON PHARMACEUTICAL GROUP INC.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1513)

PROPOSED ADOPTION OF THE FIRST PHASE OWNERSHIP SCHEME

(DRAFT) AND ITS ADMINISTRATIVE MEASURES UNDER THE MEDIUM TO

LONG-TERM BUSINESS PARTNER SHARE OWNERSHIP SCHEME

The letter from the Board is set out on pages 3 to 11 of this circular.

The Company will hold the EGM at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 2:00 p.m. on Thursday, 6 May 2021. The notice convening the EGM has been dispatched on Friday, 9 April 2021, and the proxy form for use by the Shareholders of the Company at the EGM has also been dispatched on Friday, 9 April 2021. The aforesaid documents are also available for download on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.com.cn).

If you would like to attend the EGM by proxy, please complete the proxy form in accordance with the instructions printed thereon and return it to the Secretariat of the Board of the Company (for A Shareholders) or the H Share Registrar of the Company, Tricor Investor Services Limited (for H Shareholders) as soon as possible and in any event no later than 24 hours before the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

For identification purpose only

15 April 2021

	CONTENTS
		Pages
Definitions . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	First Phase Ownership Scheme . . . . . . . . . . . . . . . . . . . . . .	12
Appendix II	Administrative Measures . . . . . . . . . . . . . . . . . . . . . . . . . . .	41

- i -

DEFINITIONS

In this circular, the following terms shall have the meanings set out below unless the context requires otherwise:

"A Share(s)"	the domestic shares in the share capital of the Company
	with a nominal value of RMB1.00 each, which are listed
	on the Shenzhen Stock Exchange (stock code: 000513)
"A Shareholder(s)"	holder(s) of the A Share(s)
"Administrative Measures"	the administrative measures under the First Phase
	Ownership Scheme, which is set out in Appendix II to
	this circular
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"associate(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Board"	the board of Directors of the Company
"Company"	麗珠醫藥集團股份有限公司 Livzon Pharmaceutical
	Group Inc.*, a joint stock company incorporated in the
	PRC in accordance with the Company Law on 26 January
	1985 with limited liability, whose H Shares and A Shares
	are listed on the Hong Kong Stock Exchange and the
	Shenzhen Stock Exchange
"Company Law"	Company Law of the PRC (《中華人民共和國公司法》),
	as amended, supplemented or otherwise modified from
	time to time
"controlling shareholder(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Director(s)"	director(s) of the Company
"EGM"	the 2021 second extraordinary general meeting of the
	Company to be held at the Conference Room on the 3rd
	Floor of Headquarters Building, 38 Chuangye North
	Road, Jinwan District, Zhuhai, Guangdong Province,
	China at 2:00 p.m. on Thursday, 6 May 2021

- 1 -

	DEFINITIONS
"First Phase Ownership Scheme"	the first phase ownership scheme under the Ownership
	Scheme, which is set out in Appendix I to this circular
"Group"	the Company and its subsidiaries
"H Share(s)"	the overseas-listed foreign shares in the share capital of
	the Company with a nominal value of RMB1.00 each,
	which are listed on the Hong Kong Stock Exchange
	(stock code: 01513)
"H Shareholder(s)"	holder(s) of the H Share(s)
"Holder(s)"	employee(s) of the Company participating in the First
	Phase Ownership Scheme
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"	Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	9 April 2021, being the latest practicable date for the
	purpose of ascertaining certain information contained in
	this circular prior to its publication
"Ownership Scheme"	the Medium to Long-term Business Partner Share
	Ownership Scheme of the Company, which was approved
	by the 2020 first extraordinary general meeting of the
	Company convened on 11 February 2020, the revised
	draft of which was approved by the 2020 fifth
	extraordinary general meeting of the Company convened
	on 11 December 2020
"PRC" or "China"	the People's Republic of China, which, for the purpose of
	this circular, does not include Hong Kong, the Macau
	Special Administrative Region and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	the shareholder(s) of the Company
"Shenzhen Stock Exchange"	the Shenzhen Stock Exchange (深圳證券交易所)
"Supervisor(s)"	supervisor(s) of the Company

For identification purposes only

- 2 -

LETTER FROM THE BOARD

麗珠醫藥集團股份有限公司

LIVZON PHARMACEUTICAL GROUP INC.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1513)

Executive Directors:	Registered office:
Mr. Tang Yanggang (President)	Headquarters Building,
Mr. Xu Guoxiang (Vice Chairman and Vice President)	38 Chuangye North Road,
	Jinwan District, Zhuhai,
Non-executive Directors:	Guangdong Province,
Mr. Zhu Baoguo (Chairman)	China
Mr. Tao Desheng (Vice Chairman)
Mr. Qiu Qingfeng	Principal place of business
Mr. Yu Xiong	in Hong Kong:
	Room 1301, 13/F.,
Independent Non-executive Directors:	China Evergrande Centre,
Mr. Bai Hua	38 Gloucester Road, Wanchai,
Mr. Xie Yun	Hong Kong
Mr. Zheng Zhihua
Mr. Tian Qiusheng
Mr. Wong Kam Wa
	15 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED ADOPTION OF THE FIRST PHASE OWNERSHIP SCHEME

(DRAFT) AND ITS ADMINISTRATIVE MEASURES UNDER THE MEDIUM TO

LONG-TERM BUSINESS PARTNER SHARE OWNERSHIP SCHEME

The purpose of this circular is to provide you with relevant information to enable you to make informed decisions in voting on the special resolutions in relation to the proposed adoption of the First Phase Ownership Scheme and the Administrative Measures to be proposed at the EGM.

For identification purpose only

- 3 -

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE FIRST PHASE OWNERSHIP SCHEME AND THE ADMINISTRATIVE MEASURES

References are made to the announcements of the Company dated 23 December 2019, 11 February 2020, 16 November 2020, 11 December 2020 and 8 April 2021, and the circulars of the Company dated 16 January 2020 and 24 November 2020 in relation to the proposed adoption and approval of the Ownership Scheme and its revised draft. The Ownership Scheme and the grant of mandate to the Board to deal with matters regarding the Ownership Scheme were approved by the 2020 first extraordinary general meeting of the Company convened on 11 February 2020. The revised draft of the Ownership Scheme was approved by the 2020 fifth extraordinary general meeting of the Company convened on 11 December 2020.

On 8 April 2021, the Board proposed to adopt the First Phase Ownership Scheme and the Administrative Measures. The adoption of the First Phase Ownership Scheme and the Administrative Measures is subject to the approval of Shareholders by way of special resolutions at the EGM. Full text of the terms of the First Phase Ownership Scheme and the Administrative Measures are set out in Appendix I and Appendix II to this circular, respectively.

Participation principles

The First Phase Ownership Scheme follows the principles of independent decision by the Company and voluntary participation of employees. There will not be any such situation of forcing employees to participate in the First Phase Ownership Scheme by way of apportionment or forced distribution.

Target participants

The scope of the Holders of the First Phase Ownership Scheme shall include senior management of the Company, key research and development ("R&D") and sales personnel who have made outstanding contribution to the performance in the assessment period or will have important impact on the future performance of the Company, general managers of the business divisions of the Company, key management personnel including general managers of the subsidiaries and heads of level 1 functional departments at the headquarter of the Company. The total number of participants under the First Phase Ownership Scheme is 80, of which 9 are Directors (excluding independent non-executive Directors), Supervisor and senior management. The finalized participants shall be determined in accordance with the actual subscription to be made.

Shareholders holding more than 5% of the shares of the Company and actual controllers shall not participate in the First Phase Ownership Scheme.

- 4 -

LETTER FROM THE BOARD

Holders of the First Phase Ownership Scheme shall voluntarily waive their rights, including the right to vote on the shares of the Company indirectly entitled to due to their participation in the First Phase Ownership Scheme, and shall only retain rights including the rights to the dividends and investment income of such shares.

Source of funds

Funds for participation of the Company's employees in the First Phase Ownership Scheme come from the special fund (the "Special Fund") of the First Phase Ownership Scheme set aside by the Company. There is no circumstance where the Company provides financial assistance to employees or provide guarantees for their loans, or where third parties provide incentives, grants and subsidies, and make up the balance to target participants.

The total amount of funds to be held by the First Phase Ownership Scheme is RMB117,461,090, all of which are the Special Fund set aside by the Company.

The Special Fund shall be extracted with net profit attributable to the Shareholders of the Company after deducting the extraordinary gains or loss in 2018 (RMB947.2163 million) as the base. During the period of assessment (2019-2028), the Company will use the compound growth rate of net profit achieved in each year as the assessment indicator to calculate and set aside a progressive Special Fund for each period. The ratios are set out in details as below:

	Percentage of progressive Special
Compound growth rate of net profit	Fund with a compound growth rate
achieved in each year of assessment (X)	of over 15%
X≤15%	0
15%<>≤20%	25%
20%<>	35%
Source of shares

Underlying shares (the "Underlying Shares") purchased through means as permitted by the laws and regulations, including purchases through the secondary market (including but not limited to auction transactions and block trades).

Under the First Phase Ownership Scheme, where the Underlying Shares are purchased through the secondary market, it shall be completed within six months after the resolution on the First Phase Ownership Scheme is reviewed and approved by the general meeting.

- 5 -

LETTER FROM THE BOARD

Number of Shares

The aggregate number of shares to be held in the First Phase Ownership Scheme shall not exceed 10% of the total current share capital of the Company, and the aggregate number of shares corresponding to the share of the First Phase Ownership Scheme to be held by a single employee shall not exceed 1% of the total current share capital of the Company.

The aggregate number of the Underlying Shares shall not include shares obtained by the Holders prior to the initial public offering of shares by the Company, shares purchased through the secondary market and shares obtained through equity incentives.

Subject to the implementation of the First Phase Ownership Scheme and market conditions, there are uncertainties in the dates and prices for actual share purchases under the First Phase Ownership Scheme, therefore there is uncertainty in the final amounts of the Underlying Shares.

Duration and Lock-up period

The duration of the First Phase Ownership Scheme shall be 48 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the First Phase Ownership Scheme to the account in the name of the First Phase Ownership Scheme.

Lock-up periods of the Underlying Shares obtained by the First Phase Ownership Scheme shall be 36 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the First Phase Ownership Scheme to the account in the name of the First Phase Ownership Scheme.

Management model

The highest organ of authority responsible for the internal management of the First Phase Ownership Scheme shall be the holders' meeting (the "Holders' Meeting"). The Holders' Meeting under the First Phase Ownership Scheme shall elect a management committee (the "Management Committee"). The Management Committee shall perform the daily management of the First Phase Ownership Scheme in accordance with the provisions of the First Phase Ownership Scheme.

The management of the First Phase Ownership Scheme will be commissioned to CITIC Securities Company Limited with asset management qualifications, and the Board will be authorised by the general meeting to handle the related matters regarding the appointment.

- 6 -

LETTER FROM THE BOARD

Disposal of interests

Disposal methods after the expiration of the duration

After the expiration of the duration, assets of the First Phase Ownership Scheme shall be disposed of in the following ways:

1. The Holders' Meetings of the First Phase Ownership Scheme shall authorise the Management Committee to complete clearance within 15 working days from the expiration of the duration or termination of the First Phase Ownership Scheme. After deducting relevant taxes and fees according to law, the allocation of interests shall be carried out in accordance with relevant regulations under the Administrative Measures.
2. If any of the Underlying Shares is still included in the assets which are held by the First Phase Ownership Scheme, the Management Committee shall determine a specific way of disposal.
Disposal methods after the expiration of the lock-up period

After the lock-up period of the First Phase Ownership Scheme expires, interests of the First Phase Ownership Scheme may be disposed of according to one of the following ways:

to continue to hold the Underlying Shares during the duration;
to sell the Underlying Shares that are purchased by the First Phase Ownership Scheme within the duration;
to transfer the ownership of the Underlying Shares to the personal accounts of Holders of the First Phase Ownership Scheme;
other ways as permitted by the laws, administrative regulations, rules or normative documents.

After the lock-up period of the First Phase Ownership Scheme expires, the Management Committee shall entrust the asset management agency to sell the Underlying Shares in a centralised manner. Where there is distributable income after the lock-up period of the First Phase Ownership Scheme expires, the Management Committee shall allocate the distributable income. The Management Committee shall, after deducting relevant taxes and fees according to law, allocate the aforementioned distributable income according to the number of shares that are held by the Holders.

- 7 -

LETTER FROM THE BOARD

Connected Holders

The First Phase Ownership Scheme include connected persons of the Company (the

"Connected Holders"). Details of which are set out as follows:

				Proportion to
		Maximum	the total amount
		share of	of the First
	Positions held with the Company/	subscription	Phase Ownership
Holder	subsidiaries of the Company	(0'000 units)	Scheme
Tang Yanggang	Executive Director, President	837.3502		7.13%
Xu Guoxiang	Vice Chairman, Vice President	587.3055		5.00%
Xu Peng	Vice President	334.0666		2.84%
Yang Daihong	Vice President	352.3833		3.00%
Huang Yuxuan	Vice President	411.1138		3.50%
Si Yanxia	Vice President, Chief Financial Officer	293.6527		2.50%
Zhou Peng	Vice President	234.9222		2.00%
Yang Liang	Vice President, Secretary of the Board	293.6527		2.50%
Wang Maolin	Supervisor	117.4611		1.00%
Hou XuemeiNote	Chief Scientist of a subsidiary of the
	Company	161.6556		1.38%
Other	directors and/or presidents of subsidiaries
	of the Company	1,713.9414		14.59%
Total
	5,337.5051		45.44%

Note: Ms. Hou Xuemei is the spouse of Mr. Tao Desheng, the vice chairman of Company, and therefore is a connected person of the Company.

The maximum share of subscription (the "Maximum Share of Subscription") held by Connected Holders are 53,375,051 units, and the corresponding maximum subscription amount is RMB53,375,051. After taking into account the closing price of RMB43.50/A Shares at the Shenzhen Stock Exchange on the grant date, the total number of A Shares of the Company that can be purchased by the maximum subscription amount held by the Connected Holders is 1,227,012 shares, accounting for approximately 0.13% of the total issued share capital of the Company and approximately 0.20% of the issued A Shares as at the Latest Practicable Date.

Information of the Parties

The Company, through its subsidiaries, is principally engaged in the R&D, production and sales of drug preparation products, active pharmaceutical ingredients and intermediates, as well as diagnostic reagents and equipment.

- 8 -

LETTER FROM THE BOARD

Connected Holders include the president, vice presidents and a Supervisor of the Company, and directors and/or presidents of the subsidiaries of the Company, all of whom are key personnel playing an important role in the overall performance and medium and long-term development of the Company.

Except for the Connected Holders, none of the Holders is a director, supervisor, chief executive or substantial shareholder of the Company and its subsidiaries, or an associate (as defined in the Hong Kong Listing Rules) of any of them.

Operation Performance of the Group

The Board is of the view that the First Phase Ownership Scheme can reward and motivate the Connected Holders according to their contribution to the previous operation performance of the Group. Under the leadership of the Connected Holders, the operation performance of the Group increased steadily over the last three years.

Future Performance of the Group

The First Phase Ownership Scheme will help to optimise the compensation structure and, based on the progress in achieving the Company's performance, setting aside the Special Fund, purchasing the Company's shares, and locking them up in the medium and long term are conducive to long-term incentives and constraints of the core management team of the Company, hence ensuring the realisation of the Company's long-term business goals.

Confirmation of Directors

The Directors (including independent non-executive Directors) considered that the terms of the First Phase Ownership Scheme was entered into on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Reasons and Benefits of Adopting the First Phase Ownership Scheme

In light of long-termfuture-oriented development and governance, establishing an innovative long-term incentive stock ownership mechanism for senior management and core technical teams is effective in motivating the hardworking entrepreneurial spirit of senior management and core technical personnel. By attaching rights and obligations to the Holders and establishing the business partnership mechanism of "enjoying the benefits and assuming the risk together", it is expected that it can effectively advance and promote the change from "managers" to "partners" in the Company, promoting the long-term stable development of the Company, and realising the alignment of interests among Shareholders.

- 9 -

LETTER FROM THE BOARD

Hong Kong Listing Rules Implications

The First Phase Ownership Scheme does not constitute a share option scheme pursuant to Chapter 17 of the Hong Kong Listing Rules and is a discretionary scheme of the Company.

The grant of subscription to the Connected Holders by the Company constitutes connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (as defined under the Hong Kong Listing Rules) of the relevant Maximum Share of Subscription is higher than 0.1% but lower than 5%, such grant of subscription to the Connected Holders by the Company is subject to the reporting and announcement requirements, but are exempted from the independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules. The grant of subscription to the Connected Holders by the Company have been approved by the Board (including independent non-executive Directors), except Mr. Tang Yanggang and Mr. Xu Guoxiang have abstained from voting on the relevant resolutions in the Board meeting to approve the grant of subscription to themselves. Save as disclosed above, no other Directors have material interests in the First Phase Ownership Scheme.

CONVENING THE EGM

III. RECORD DATE

The record date for determining the qualification of the Shareholders to attend and vote at the EGM will be Wednesday, 28 April 2021. In order to qualify as Shareholders to attend and vote at the EGM, H Shareholders who are not registered must lodge all transfers of shares accompanied by the relevant share certificates with the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 28 April 2021.

- 10 -

LETTER FROM THE BOARD

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolutions put forward at the EGM will be voted on by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced by the Company in accordance with Rule 13.39(5) of the Hong Kong Listing Rules after the EGM.

Holders and their associates shall abstain from voting on the resolutions regarding the proposed adoption of the First Phase Ownership Scheme and the Administrative Measures. To the best of the Directors' knowledge, information and belief after making all reasonable enquiries, except for the aforementioned disclosure, no Shareholders are required to abstain from voting on any proposed resolutions at the EGM.

RECOMMENDATION

The Board considers that the resolutions set out in the notice of the EGM in relation to, as applicable, proposed adoption of the First Phase Ownership Scheme and the Administrative Measures (including the grant of subscription share to all Holders) are in the interests of the Company and the Shareholders as a whole, and accordingly recommends the Shareholders to vote in favour of all above resolutions to be proposed the EGM.

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

麗珠醫藥集團股份有限公司

Livzon Pharmaceutical Group Inc.*

Yang Liang

Company Secretary

Zhuhai, China

For identification purpose only

- 11 -

APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

The following is the full text of the First Phase Ownership Scheme. The First Phase Ownership Scheme is written in Chinese and have no official English version. Therefore, any English version is for reference only, and in case of any discrepancy, the Chinese version shall prevail.

麗珠醫藥集團股份有限公司

LIVZON PHARMACEUTICAL GROUP INC.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1513)

The First Phase Ownership Scheme under Medium to Long-term

Business Partner Share Ownership Scheme (Draft)

Declaration

The Company and all members of the Board guarantee that the contents of the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special Reminder

The first phase ownership scheme under the Medium to Long-term Business Partner Share Ownership Scheme of Livzon Pharmaceutical Group Inc.* (Draft) is formulated by Livzon Pharmaceutical Group Inc.* (hereinafter the "Company" or "Livzon Group") in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guiding Opinions on the Pilot Program for the Implementation of Employee Ownership Schemes by Listed Companies, the Guidelines No. 4 of the Shenzhen Stock Exchange on the Disclosure of Information by Listed Companies - Employee Ownership Schemes as well as relevant laws, administrative regulations, rules, normative documents, the provisions of the Articles of Association of Livzon Pharmaceutical Group Inc.* and the Medium to Long-term Business Partner Share Ownership Scheme (Revised) of Livzon Pharmaceutical Group Inc.*.
The Ownership Scheme for this Phase follows the principles of independent decision by the Company and voluntary participation of employees. There will not be any such situation of forcing employees to participate in the Ownership Scheme for this Phase by way of apportionment or forced distribution.

- 12 -

APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Target Participants of the Ownership Scheme for this Phase: senior management of the Company, key research and development ("R&D") and sales personnel who have made outstanding contribution to the performance in the assessment period or will have important impact on the future performance of the Company, general managers of the business divisions of the Company, key management personnel including general managers of the subsidiaries and heads of level 1 functional departments at the headquarter of the Company. The total number of Participants under the Ownership Scheme for this Phase is 80, of which 9 are Directors (excluding independent Directors), supervisors and senior management. The finalized Participants shall be determined in accordance with the actual subscription to be made.
Funds for participation of the Company's employees in the Ownership Scheme for this Phase may come from the special fund of the Ownership Scheme for this Phase (the "Special Fund") set aside by the Company. There was no circumstance where the Company provides financial assistance to employees or provide guarantees for their loans, or where third parties provide incentives, grants and subsidies, and make up the balance to Target Participants.
The total amount of funds to be held by the Ownership Scheme for this Phase is RMB117,461,090, all of which are the Special Fund set aside by the Company.
Sources of shares in the Ownership Scheme for this Phase: Underlying Shares purchased through means as permitted by the laws and regulations, including purchases through the secondary market (including but not limited to auction transactions and block trades).
The aggregate number of shares to be held in the Ownership Scheme for this Phase shall not exceed 10% of the total current share capital of the Company, and the aggregate number of shares corresponding to the share of the Ownership Scheme for this Phase to be held by a single employee shall not exceed 1% of the total current share capital of the Company.
The aggregate number of the Underlying Shares shall not include shares obtained by the Holders prior to the initial public offering of shares by the Company, shares purchased through the secondary market and shares obtained through equity incentives.
Duration and lock-up period of the Ownership Scheme for this Phase
The duration of the Ownership Scheme for this Phase shall be 48 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the Ownership Scheme for this Phase to the account in the name of the Ownership Scheme for this Phase.

- 13 -

APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Lock-up periods of the Underlying Shares obtained by the Ownership Scheme for this Phase shall be 36 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the Ownership Scheme for this Phase to the account in the name of the Ownership Scheme for this Phase.

Upon review and approval for the Ownership Scheme for this Phase by the general meeting of the Company, the Board of the Company shall, pursuant to the general meeting, be subsequently authorised to take charge of the extraction of the Special Fund of the Scheme and the implementation of the Ownership Scheme for this Phase. Under the Ownership Scheme for this Phase, where the Underlying Shares are purchased through the secondary market, it shall be completed within six months after the resolution on the Ownership Scheme for this Phase is reviewed and approved by the general meeting.
Holders of the Ownership Scheme for this Phase shall voluntarily waive their rights, including the right to vote on the shares of the Company indirectly entitled to due to their participation in the Ownership Scheme for this Phase, and shall only retain rights including the rights to the dividends and investment income of such shares.
Shareholders holding more than 5% of the shares of the Company and actual controllers shall not participate in the Ownership Scheme for this Phase. The Ownership Scheme for this Phase involves the participation of Directors, supervisors and senior management of the Company, constituting a connected relationship.
Directors, supervisors and senior management of the Company and other Holders of the Ownership Scheme for this Phase shall voluntarily waive their rights, including the right to vote on the shares of the Company indirectly entitled to due to their participation in the Ownership Scheme for this Phase, and shall only retain rights including the rights to the dividends and investment income of such shares. Therefore, there shall neither be any arrangement nor plan for concerted action between Directors, supervisors and senior management of the Company together with other Holders of the Ownership Scheme for this Phase and the Ownership Scheme for this Phase. The Ownership Scheme for this Phase shall abstain from voting on the resolutions regarding the transactions between the Company and the Target Participants including the controlling shareholders, de facto controller, Directors, supervisors and senior management at the general meetings.
Prior to the implementation of the Ownership Scheme for this Phase, the Company shall fully solicit opinions from employees through organisations, such as the general employee assembly. After a draft of the Ownership Scheme for this Phase is proposed and approved by the Board, it shall be submitted to the general meeting for consideration, and the Board shall be authorised to implement it upon approval by the general meeting. When the Board makes a resolution on the Ownership Scheme for this Phase, it shall be approved by more than half of all unconnected Directors. Where the number of unconnected Directors present at the Board meeting is less than three, the Board shall directly submit the matter to the general meeting of the Company for consideration. Shareholders who are in the following circumstances and their concerted parties should avoid from conducting a vote on the Ownership Scheme for this Phase at a general

- 14 -

APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

meeting: any of them or their connected parties intends to become the asset management company of the Ownership Scheme for this Phase, subscribes for any share of the Scheme, provides or advances funds for the Scheme, provide stocks for the Scheme, share benefits of the Scheme and other situations that may lead to an imbalance of interests.

The Ownership Scheme for this Phase will be commissioned to a third-party agency with asset management qualifications.
After reviewing and passing the Ownership Scheme for this Phase, the Board shall submit it to the general meeting for consideration. The Ownership Scheme for this Phase may only be implemented upon review and approval by the general meeting.
The Company shall adopt a combination of on-site and online voting at the general meeting for considering the Ownership Scheme for this Phase. The Company shall provide shareholders with an online voting platform through the trading system of the SSE so that shareholders may exercise their voting rights through the above system during the online voting period.
The implementation of the Ownership Scheme for this Phase will not lead to any failure of the Company to meet the listing requirements in terms of shareholding distribution.

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APPENDIX I	FIRST PHASE OWNERSHIP SCHEME
	Contents
Chapter One	General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Chapter Two	Target Participants of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Chapter Three	Source of Funds, Source and Number of Shares of the Scheme . . . . .	21
Chapter Four	List of Holders and Subscription of Shares of the Scheme . . . . . . . . .	23
Chapter Five	Duration and Lock-Up Period of the Scheme . . . . . . . . . . . . . . . . . . .	24
Chapter Six	Management Model of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Chapter Seven	Disposal of Interests of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Chapter Eight	Selection of Management Agency, Provision for and Payment Method
	of Management Fees and Terms of Management Agreement . . . . . .	36
Chapter Nine	Modification and Termination of the Scheme . . . . . . . . . . . . . . . . . . .	38
Chapter Ten	Formulation, Approval and Implementation of the Scheme . . . . . . . . .	39
Chapter Eleven	Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Definition

In the Scheme, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Livzon Pharma, Livzon Group,	Livzon Pharmaceutical Group Inc.*
Company"
"Underlying Shares"	Ordinary A Shares of the Company held by the Scheme
	obtained through means permitted by the laws and
	regulations, including purchases through the secondary
	market
"Business Partner Share	the Medium to Long-term Business Partner Share
Ownership Scheme"	Ownership Scheme of Livzon Pharmaceutical Group
	Inc.*
"Scheme, Ownership Scheme for	the first phase ownership scheme under the Medium to
this Phase"	Long-term Business Partner Share Ownership Scheme of
	Livzon Pharmaceutical Group Inc.*
"Ownership Scheme"	the Medium to Long-term Business Partner Share
	Ownership Scheme (Revised) of Livzon Pharmaceutical
	Group Inc.*
"First Phase Ownership Scheme	The first phase ownership scheme (draft) under Medium
(Draft)"	to Long-term Business Partner Share Ownership Scheme
	of Livzon Pharmaceutical Group Inc.*
"Holder(s), Target Participant(s),	employee(s) of the Company participating in the Scheme
Participant(s)"
"Holders' Meeting"	the meeting of Holders of the Ownership Scheme for this
	Phase
"Management Committee"	the management committee of the Ownership Scheme for
	this Phase
"Company Law"	the Company Law of the People's Republic of China
"Securities Law"	the Securities Law of the People's Republic of China
"Labour Contract Law"	the Labour Contract Law of the People's Republic of
	China

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APPENDIX I		FIRST PHASE OWNERSHIP SCHEME
"Guiding Opinions"	the Guiding Opinions Concerning the Pilot Program for
	the Implementation of Employee Ownership Schemes by
	Listed Companies
"Information Disclosure	The Guidelines No. 4 of the Shenzhen Stock Exchange on
Guidelines No. 4"	the Disclosure of Information by Listed Companies -
	Employee Ownership Schemes
"Articles of Association"	the Articles of Association of Livzon Pharmaceutical
	Group Inc.*
"CSRC"	China Securities Regulatory Commission
"SSE"	Shenzhen Stock Exchange
"Depository and Clearing	Shenzhen Branch of China Securities Depository and
Corporation"	Clearing Corporation Limited
"RMB"	Renminbi
	Chapter One	General Provisions

The Scheme is formulated in accordance with the Company Law, the Securities Law, the Guiding Opinions, the Information Disclosure Guidelines No. 4 and other laws, regulations, normative documents, the Articles of Association and the Ownership Scheme based on the principles of fairness, impartiality and openness. It aims at establishing and improving the benefit sharing mechanisms among employees and shareholders of the Company as well as enhancing the cohesion of the employees and the competitiveness of the Company to ensure the realisation of the Company's development strategies and business objectives going forward.

Purpose of the Scheme

At the time when Livzon Group was established 35 years ago, the Company put forward the development concept of "back to square one and start all over again", and spared no effort in achieving the strategic goal of becoming China's first-rated and the world's leading international pharmaceutical company.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

effective in motivating the hardworking entrepreneurial spirit of senior management and core technical personnel. By attaching rights and obligations to the Holders and establishing the business partnership mechanism of "enjoying the benefits and assuming the risks together", it is expected to effectively advance and promote the change from "managers" to "partners" in the Company, uniting a group of era strugglers and business leaders sharing common values to carry forward entrepreneurship, promoting the long-term stable development of the Company, and realising the alignment of interests among shareholders.

The essence of the Business Partner Share Ownership Scheme lies in "performance-based stocks" and, through the arrangement of the "Business Partner Share Ownership Scheme" and the characteristics of a "business partner", it can be of a longer term, achieving the sharing of responsibilities and values. Specifically, the Scheme is launched for the following purposes:

Institutional innovation. The core management team will increase its shareholding in the Company through the Business Partner Share Ownership Scheme, which is expected to further improve the corporate governance structure and optimise the Company's equity structure, and promote the alignment of interests and the sharing of income among shareholders, the Company, and employees, injecting internal vitality and motivation into the Company's developments, hence ensuring the Company's long-term, healthy, stable and sustainable development and enhance the overall value of the Company.

The core management team participating in the Business Partner Share Ownership Scheme will comprise all key personnel playing an important role in the overall performance and medium and long-term development of the Company. While continuing to promote organisational reform and improvement in efficiency, adhering to the concept of equal rights and responsibilities and promoting the tie-in of the core management team with the Company's long-term growth values is conducive to driving the change in the mind-set of the team from being a "manager" to a "partner" in exerting their subjective initiative and actively taking on the responsibility for the Company's long-term growth to ensure the long-term competitive advantages of the Company.

Currently, the Company's core management team compensation structure is relatively simple and there is a lack of long-term incentives. The Business Partner Share Ownership Scheme will help to optimise the compensation structure and, based on the progress in achieving the Company's performance, setting aside the Special Fund, purchasing the Company's shares, and locking them up in the medium and long term is conducive to long-term incentives and constraints of the core management team of the Company, hence ensuring the realisation of the Company's long-term business goals.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Basic principles of the Scheme
1. Principle of legality

Relevant entities of the Scheme must strictly abide by the market transaction rules and comply with the regulation that no stocks may be traded during sensitive periods. No party may use the Scheme to engage in securities fraud such as insider trading and market manipulation. In implementing the Scheme, the Company shall perform the procedures in strict accordance with the laws and administrative regulations, and disclose such information in a truthful, accurate, complete and timely manner.

(II) Principle of voluntary participation

The Scheme follows the principle of voluntary participation of employees, and there will be no such situation of forcing employees to participate in the Scheme by way of apportionment, forced distribution, etc.

(III) Principle of assuming one's own risks

Holders of the Scheme shall be held responsible for one's own profits and losses, and shall take on their own risks and have equal rights with the other investors.

(IV) Principle of ensuring the Company's long-term development

To ensure the long-term healthy development of the Company, the Scheme adheres to the long-term development principle in pegging personal income with the Company's medium and long-term interests.

(V) Principles of value creation and benefit sharing

Adhering to the principles of value creation and benefit sharing, the Scheme will realise the sharing of profits and the assumption of risk with the employees.

Chapter Two

Target Participants of the Scheme

Basis for determining the Target Participants of the Scheme

It shall be determined by the Company in accordance with the Company Law, the Securities Law, the Labour Contract Law, the Guiding Opinions and other relevant laws, administrative regulations and rules as well as relevant provisions of the Articles of Association, taking into account the actual circumstances.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Scope of the Target Participants of the Scheme

The scope of the Holders of the Scheme shall include senior management of the Company, key R&D and sales personnel who have made outstanding contribution to the performance in the assessment period or will have important impact on the future performance of the Company, general managers of the business divisions of the Company, key management personnel including general managers of the subsidiaries and heads of level 1 functional departments at the headquarter of the Company. The total number of Participants under the Ownership Scheme for this Phase is 80, of which 9 are Directors (excluding independent Directors), supervisors and senior management. The finalized Participants shall be determined in accordance with the actual subscription to be made.

The aggregate number of shares to be held in the Ownership Scheme for this Phase shall not exceed 10% of the total current share capital of the Company, and the aggregate number of shares corresponding to the share of the Ownership Scheme for this Phase to be held by a single employee shall not exceed 1% of the total current share capital of the Company.

Lawyers engaged by the Company shall give a clear opinion on whether the Target Participants, the fund and source of shares, the term and size, the management model and other issues of the Ownership Scheme for this Phase are compliant with the laws and regulations, and whether the necessary review procedures are performed.

Chapter Three

Source of Funds, Source and Number of Shares of the Scheme

Source of funds of the Scheme
1. Funds of the Ownership Scheme for this Phase come from the Special Fund set aside by the Company.
2. The Company will extract a corresponding proportion of the Special Fund according to the Special Fund extraction principle, transfer it to the capital account of the Scheme and purchase the Underlying Shares using the securities account of the Scheme. The Special Fund shall be extracted according to the following principles:
3. 1. The Special Fund shall be extracted with net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in 2018 (RMB947.2163 million) as the base. During the period of assessment (2019-2028), the Company will use the compound growth rate of net profit achieved in each year as the assessment indicator to calculate and set aside a progressive Special Fund for each period. The ratios are set out in details as below:

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APPENDIX I	FIRST PHASE OWNERSHIP SCHEME
Compound growth rate of net	Percentage of progressive Special
profit achieved in each year of	Fund with a compound growth
assessment (X)		rate of over 15%
X≤15%		0
15%<>≤20%		25%
20%<>		35%

Note 1: the above "compound growth rate of net profit" indicator is calculated based on the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss, excluding the impact of the amount of Special Fund being set aside for the Ownership Scheme for this Phase.

Note 2: with the net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in 2018 as the base, during the period of assessment (2019-2028), the specific values of net profit with a compound growth rate of 15% are set out below:

	Net profit attributable to the shareholders
	of the Company after deducting the
Year of assessment	extraordinary gains or loss
	(RMB0'000)
2019	108,929.88
2020	125,269.36
2021	144,059.76
2022	165,668.72
2023	190,519.03
2024	219,096.89
2025	251,961.42
2026	289,755.63
2027	333,218.98
2028	383,201.83

If the amount of Special Fund to be set aside exceeds 8% of the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in that year, the Special Fund shall be set aside in the amount of 8% of the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss.
If the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in the current year decreases by 5% year-on-year comparing to that in the previous year due to the accrual of the Special Fund, no Special Fund shall be set aside for the year.

In accordance with the extracting principles of the Special Fund, the Company set aside for a Special Fund of RMB117,461,090 in 2019 and 2020, constituting the source of funds for the Ownership Scheme for this Phase. Therefore, the total amount of funds under the Ownership Scheme for this Phase is RMB117,461,090. The subscription unit is "unit". The share is to be subscribed at RMB1.00 per unit. The total number of units under the Ownership Scheme for this Phase are 117,461,090 units.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

The Company shall measure and account for the Special Fund extracted in accordance with relevant provisions and include them in expenses for the current term.

Source of shares in the Scheme
1. Centralised bidding on the secondary market (including but not limited to auction transactions and block trades);
2. Other means permitted by the laws and administrative regulations.

Where the shares of the Ownership Scheme for this Phase are purchased through the secondary market, the Company shall complete the purchase of the Underlying Shares within six months after the Ownership Scheme for this Phase are reviewed and approved by the general meeting.

III. Number of Underlying Shares involved in the Scheme

The maximum amount of funds under the Ownership Scheme for this Phase is RMB117,461,090, which is calculated based on the closing price of A shares of the Company of RMB43.50 per share on 8 April 2021. The total number of Underlying Shares under the Ownership Scheme for this Phase is approximately 2,700,255 shares, accounting for approximately 0.29% of the current total share capital of 939,095,504 shares of the Company. The specific total number of shares shall be determined by Participants' actual subscription amount.

The aggregate number of shares to be held under the Ownership Scheme for this Phase shall not exceed 10% of the total share capital of the Company, and the aggregate number of shares corresponding to the share of the Ownership Scheme for this Phase to be held by a single employee shall not exceed 1% of the total share capital of the Company.

The aggregate number of the Underlying Shares shall not include the shares obtained by the Holders prior to the initial public offering of shares by the Company, the shares purchased through the secondary market and the shares obtained through equity incentives.

Chapter Four

List of Holders and Subscription of Shares of the Scheme

The total amount of funds under the Ownership Scheme for this Phase is RMB117,461,090, all of which are the Special Fund set aside by the Company. The subscription unit is "unit". The share is to be subscribed at RMB1 per unit. The total number of Participants under the Ownership Scheme for this Phase is 80, of which 9 were Directors (excluding the independent Directors), supervisors and senior management of the Company. The total amount of their subscription is RMB34,619,081, accounting for 29.47% of the total amount of the Ownership Scheme for this Phase; the total amount of other employees' subscription is RMB82,842,009, accounting for 70.53% of the total amount of the Ownership Scheme for this Phase.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

The list of Holders and subscription of shares of the Scheme are set out as below:

			Maximum	Proportion to
			share of	the total
			subscription	amount of the
No.	Holder	Position	(0'000 units)	Scheme
1	Tang Yanggang	Executive Director,	837.3502		7.13%
		President
2	Xu Guoxiang	Vice Chairman, Vice	587.3055		5.00%
		President
3	Xu Peng	Vice President	334.0666		2.84%
4	Yang Daihong	Vice President	352.3833		3.00%
5	Huang Yuxuan	Vice President	411.1138		3.50%
6	Si Yanxia	Vice President, Chief	293.6527		2.50%
		Financial Officer
7	Zhou Peng	Vice President	234.9222		2.00%
8	Yang Liang	Vice President, Secretary	293.6527		2.50%
		of the Board
9	Wang Maolin	Supervisor	117.4611		1.00%
Directors, supervisors and senior management	3,461.9081		29.47%
(9 persons)
Other employees (71 persons)	8,284.2009		70.53%
Total
		11,746.1090		100.00%

The final Participants and the specific number of units to be held by them under the Ownership Scheme for this Phase will be subject to the actual subscription to be made by them.

The number of shares corresponding to the share of the Ownership Scheme for this Phase to be held by a single employee shall not exceed 1% of the total share capital of the Company.

Chapter Five

Duration and Lock-up Period of the Scheme

Duration of the Ownership Scheme for this Phase

The duration of the Ownership Scheme for this Phase shall be 48 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the Ownership Scheme for this Phase to the account in the name of the Ownership Scheme for this Phase.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Lock-upperiod for the Underlying Shares of the Ownership Scheme for this Phase

The lock-up period for the Underlying Shares of the Ownership Scheme for this Phase shall be 36 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares for this phase to the account in the name of the Ownership Scheme for this Phase.

After the expiration of the lock-up period, the Company shall disclose the relevant status of the Ownership Scheme for this Phase in a timely manner.

Any changes made to the Ownership Scheme for this Phase in its duration shall be subject to the consent of Holders holding more than two-thirds of the total share present at the Holders' Meeting and shall be submitted to the Board for approval prior to implementation.

IV. Termination of the Ownership Scheme for this Phase

The Ownership Scheme for this Phase shall automatically terminate after the expiration of its duration;
After the lock-up period of the Ownership Scheme for this Phase expires, and if the assets in the Ownership Scheme for this Phase are all monetary funds, the Ownership Scheme for this Phase may be terminated in advance;
if not all the shares are sold before the expiration of the duration of the Ownership Scheme for this Phase, the duration of the Ownership Scheme for this Phase may be extended upon the approval of Holders with more than two-thirds of the effective voting rights present at the Holders' Meeting and the approval of the Board which are held ten days before the expiration of the duration of the Ownership Scheme for this Phase.

Chapter Six

Management Model of the Scheme

The highest organ of authority responsible for the internal management of the Ownership Scheme for this Phase shall be the Holders' Meeting. The Holders' Meeting under the Ownership Scheme for this Phase shall elect a Management Committee. The Management Committee shall perform the daily management of the Ownership Scheme for this Phase in accordance with the provisions of the Scheme and shall exercise shareholder rights or authorise management agencies to exercise shareholder rights on behalf of the Holders.

The management of the Ownership Scheme for this Phase will be commissioned to CITIC Securities Company Limited with asset management qualifications, and the Board will be authorised by the general meeting to handle the related matters regarding the appointment. The accrual of management fees and the payment method will be detailed in relevant provisions of

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

the management contract signed under the Ownership Scheme for this Phase. Details of the main terms and conditions of the management agreement will be set out in the First Phase Ownership Scheme (Draft) or the asset management contract.

The shares and funds to be held by the Ownership Scheme for this Phase shall be entrusted property, and the agency managing the Ownership Scheme for this Phase shall not include the entrusted property into its inherent property. Where the agency managing the Ownership Scheme for this Phase is liquidated for being dissolved, de-registered or declared bankruptcy according to law and other reasons, the entrusted property shall not belong to any of its property on the liquidation.

Holders' Meetings of the Ownership Scheme for this Phase

The Holders' Meeting shall comprise all Holders. Holders may attend and vote in person at the Holders' Meeting, or they may appoint other Holders to attend and vote on their behalf.

1. Functions and powers of the Holders' Meeting

to elect and remove members of the Management Committee;
to review and decide on the amendments to the administrative measures of the Ownership Scheme for this Phase;
to review changes to the First Phase Ownership Scheme (Draft) and submit such matters to the Board for consideration;
to decide on other changes to the Ownership Scheme for this Phase subject to compliance with the Ownership Scheme and the First Phase Ownership Scheme (Draft);
when the Company raises funds by way of placing, additional issue, convertible bonds and other means during the duration of the Ownership Scheme for this Phase, the Management Committee shall submit to the Holders' Meeting of the Ownership Scheme for this Phase to consider whether to participate in the financing and other relevant matters;
to authorise the Management Committee to carry out daily management of the Ownership Scheme for this Phase;
when the Company undergoes a merger, division, change in control and other situations after the statutory lock-up period of the Ownership Scheme for this Phase expires, to decide on shortening or extending the duration and lock-up period of the Ownership Scheme for this Phase or terminating the Ownership Scheme for this Phase in advance;

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

to authorise the Management Committee to clear the assets of the Ownership Scheme for this Phase at the time of its termination;
to authorise the Management Committee to exercise shareholder rights, and the Management Committee to authorise the chairman of the Management Committee to exercise shareholders rights attached to shares to be held by the Ownership Scheme for this Phase prior to the completion of clearance and allocation of the Ownership Scheme for this Phase (except for some shareholder rights such as voting rights voluntarily waived by the Holders);
to authorise the Management Committee to take charge of the alignment work with the asset management agency of the Ownership Scheme for this Phase;
other matters that the Management Committee deems necessary to convene a Holders' Meeting

2. Procedures for the convening of the Holders' Meeting

The first Holders' Meeting shall be convened and presided over by the Secretary to the Board. Thereafter, the Management Committee to be elected by the Holders' Meeting shall be responsible for convening the meeting and the chairman of the Management Committee shall preside over the meeting. When the chairman of the Management Committee is unable to perform his/her duties, he/she shall appoint a member of the Management Committee to preside over the meeting.

In convening the Holders' Meeting, the Management Committee shall give notice of the meeting three days in advance and serve the notice to all Holders by direct delivery, mail, email or other means. In case of emergency, Holders may be notified of the meeting orally on short notice. The notice of meeting shall at least include the following items:

the time and place of the meeting;
the matters to be considered in the meeting (motions);
the mode of holding the meeting;
the convener and presider of the meeting, proposer of the ad hoc meeting and his or her written proposals;
the materials necessary for voting in the meeting;
the requirement that Holders shall attend in person or appoint other Holders to attend the meeting on their behalf;
the contact person and contact information;
the date of notification.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

3. Voting procedures of the Holders' Meeting

After each motion is fully discussed, the presider shall timely invite Holders attending the meeting to vote. Voting shall be conducted in writing by filling in a ballot paper.
Holders shall exercise their voting rights in proportion to their shares held in the Scheme in the current phase. Each share shall have one vote, and the Holders' Meeting shall adopt the mode of signed voting.
The intent of Holders in the voting shall be divided into consent, opposition and abstention. Holders shall choose an option from one of the above intents. In the case of failing to make a choice or choosing two or more options at the same time, the Holders concerned shall be deemed to abstain from voting. Any unfilled, wrongly filled, unrecognisable ballot papers or uncast votes shall be considered as abstention. If any of the Holders votes after the presider of the meeting announces the voting results or after the end of specified voting period, such vote shall not be counted.
The presider of the meeting shall announce the voting figures at the site. Except as otherwise provided by the Holders' Meeting and in the First Phase Ownership Scheme (Draft), each motion shall be deemed to be approved by voting to form a valid resolution of the Holders' Meeting if it is agreed by Holders present at the Holders' Meeting holding more than 50% (not inclusive of the 50%) of the shares.
Holders who individually or collectively hold more than 10% (inclusive of the 10%) of the shares in the Ownership Scheme for this Phase may submit an interim motion to the Holders' Meeting. The interim motion shall be submitted to the Management Committee five days before the holding of the Holders' Meeting.
Holders who individually or collectively hold more than 30% (inclusive of the 30%) of the shares in the Ownership Scheme for this Phase may propose to convene the Holders' Meeting.
Where a resolution of the Holders' Meeting needs to be submitted to the Board for review, the resolution must be submitted to the Board for review in accordance with the administrative measures of the Ownership Scheme for this Phase.
In view of the relatively large number of Holders under the Ownership Scheme for this Phase, for the sake of utmost convenience and efficiency, the Holders' Meeting may also be conducted by communications, in written form and by other means. In the case where review and voting of the Holders' Meeting are
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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

carried out by communications, in written form and by other means, the Management Committee shall safeguard the rights of the Holders, including the right to full information.

(II) Management Committee of the Ownership Scheme for this Phase

A Management Committee shall be set up for the Ownership Scheme for this Phase. It shall be held accountable for the Holders' Meeting of the Ownership Scheme for this Phase and shall be the organ responsible for the daily management of the Ownership Scheme for this Phase.

1. Procedures for election of the Management Committee

The Management Committee shall comprise three members and a chairman. The term of office of members of the Management Committee shall be the duration of the Ownership Scheme for this Phase.

Candidates for membership of the Management Committee shall be nominated by Holders who individually or collectively hold more than 10% (inclusive) of the shares under the Ownership Scheme for this Phase, and shall be elected by the Holders' Meeting. The chairman of the Management Committee shall be elected by a majority of all the members of the Management Committee.

2. Obligations of members of the Management Committee

Members of the Management Committee shall abide by the laws and administrative regulations and shall owe the following obligations of loyalty to the Ownership Scheme for this Phase:

they may not take advantage of their positions and powers to accept bribes or other illegal income, and encroach upon the property of the Ownership Scheme for this Phase;
they may not misappropriate funds of the Ownership Scheme for this Phase;
without the consent of the Holders' Meeting, assets or funds of the Ownership Scheme for this Phase may not be deposited in an account opened in their own names or in the name of another individual;
without the consent of the Holders' Meeting, they may not lend funds of the Ownership Scheme for this Phase to other parties or use the property of the Ownership Scheme for this Phase to provide guarantee for other parties;
they may not use their positions and powers to damage the interests of the Ownership Scheme for this Phase.
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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

3. Duties of the Management Committee

to convene the Holders' Meeting;
to carry out daily management of the Ownership Scheme for this Phase;
to request the Holders' Meeting to consider shortening or extending the duration and lock-up period of the Ownership Scheme for this Phase or terminating the Ownership Scheme for this Phase in advance;
to handle matters relating to the subscription of shares of the Ownership Scheme for this Phase;
to take charge of the alignment work with the asset management agency of the Ownership Scheme for this Phase;
to handle all matters relating to the lock-up and the lifting of restrictions on shares purchased under the Ownership Scheme for this Phase;
to exercise the asset management responsibilities under the Ownership Scheme for this Phase, including but not limited to cashing the shares of the Company after the expiration of the lock-up period, and investing the cash assets of the Ownership Scheme for this Phase in fixed income securities, wealth management products, money market funds and other cash management instruments;
to clear the assets or dispose them of by other specific means upon the termination of the Ownership Scheme for this Phase;
to develop and implement schemes on matters relating to the participation in additional issues, placing, convertible bond issues and other refinancing issues of the Company during the duration of the Ownership Scheme for this Phase;
to authorise the chairman of the Management Committee to exercise shareholders rights attached to the shares to be held by the Ownership Scheme for this Phase prior to the completion of liquidation and allocation for the Ownership Scheme for this Phase (except for some shareholder rights such as voting rights voluntarily waived by the shareholders);
to revise the administrative measures of the Ownership Scheme for this Phase and submit it to the Holders' Meeting for consideration;
to protect other rights in the interest of the Holders.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Where a member of the Management Committee violates the above obligations and duties, the Holders' Meeting shall have the right to remove such member from office. In the case where the violation causes losses to the Ownership Scheme for this Phase, such member shall be held liable for compensation.

Functions and powers of the chairman of the Management Committee
1. to convene and preside over the Holders' Meeting and meetings of the Management Committee;
2. to exercise shareholder rights on behalf of all Holders with the authorisation of the Management Committee, except for some shareholder rights such as voting rights voluntarily waived by the Holders;
3. to supervise and inspect the implementation of resolutions of the Holders' Meeting and the Management Committee;
4. to sign relevant agreements and contracts with external parties on behalf of the Ownership Scheme;
5. other functions and powers conferred by the Management Committee.
Procedures for the convening of meetings of the Management Committee

Meetings of the Management Committee shall be convened by the chairman of the Management Committee, and all members of the Management Committee shall be notified of the meeting three days in advance. In case of emergency, Holders may be notified of the meeting orally on short notice. The notice of meeting shall include the following contents:

the date and place of the meeting;
the reasons for and agenda of the meeting;
the materials necessary for the meeting;
the date of notification.

6. Procedures for the holding of meetings and voting of the Management Committee

Meetings of the Management Committee shall be held only when more than half of the members of the Management Committee are present.
Resolutions of the Management Committee must be passed by a majority of all members of the Management Committee.
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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

The "one person, one vote" principle shall be adopted for voting on resolutions of the Management Committee. Voting shall be conducted by signed ballot.
In the meetings of the Management Committee, on the premise that members of the Management Committee can fully express their opinions, resolutions may be adopted by way of email or other means and shall be signed by the members attending the meeting.
Meetings of the Management Committee shall be attended by members of the Management Committee in person. If any member is unable to attend the meeting for any reason, he/she may appoint another member of the Management Committee in writing to attend the meeting on his/her behalf, and the member who attend the meeting on his/her behalf shall exercise the rights within the scope of authorisation. Any failure of attending a meeting of the Management Committee or appointing a representative to attend the meeting shall be deemed to waive the right to vote at that meeting.
The Management Committee shall form a resolution in respect of decisions made on the matters that are discussed at the meeting, and members of the Management Committee shall give their signature on the resolution at the meeting.

7. Ways of participation in the Scheme when the Company finances during the duration of the Scheme

When the Company raises funds by way of placing, additional issues, convertible

bonds and other means during the duration of the Ownership Scheme for this Phase, the Management Committee shall submit to the Holders' Meeting of the Ownership Scheme for this Phase to consider whether to participate in the financing and other relevant matters.

Chapter Seven

Disposal of Interests of the Scheme

Asset composition of the Scheme
1. A shares of the Company;

(II) cash and the interests generated;

(III) other assets such as proceeds from the asset management.

Assets under the Ownership Scheme for this Phase shall be independent of assets of the Company and the custodian. The Company, the custodian as well as creditors of the Company and the custodian shall have no right to freeze, seize, pledge or impose other sanctions on assets under the Ownership Scheme.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Disposal methods of the assets of the Scheme
1. Disposal methods after the expiration of the duration

After the expiration of the duration, assets of the Scheme shall be disposed of in the following ways:

The Holders' Meetings of the Ownership Scheme for this Phase shall authorise the Management Committee to complete clearance within 15 working days from the expiration of the duration or termination of the Scheme. After deducting relevant taxes and fees according to law, the allocation of interests shall be carried out in accordance with relevant regulations under the administrative measures of the Ownership Scheme for this Phase.
If any of the Underlying Shares is still included in the assets which are held by the Ownership Scheme for this Phase, the Management Committee shall determine a specific way of disposal.

During the lock-up period of the Ownership Scheme for this Phase, the shares or interests of the Ownership Scheme for this Phase held by the Holders may not be transferred, withdrawn or used for any mortgage, pledge, guarantee and repayment of debt.

Disposal methods after the expiration of the lock-up period
1. The specific allocation of interests after the expiration of the lock-up period of the Ownership Scheme for this Phase shall be determined by the Management Committee.
2. After the lock-up period of the Ownership Scheme for this Phase expires, interests of the Scheme may be disposed of according to one of the following ways:
3. 1. to continue to hold the Underlying Shares during the duration of the Scheme;
  2. to sell the Underlying Shares that are purchased by the Ownership Scheme for this Phase within the duration of the Scheme;
  3. to transfer the ownership of the Underlying Shares to the personal accounts of Holders of the Ownership Scheme for this Phase;
  4. other ways as permitted by the laws, administrative regulations, rules or normative documents.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

After the lock-up period of the Ownership Scheme for this Phase expires, the Management Committee shall entrust the asset management agency to sell the Underlying Shares in a centralised manner. Where there is distributable income after the lock-up period of the Ownership Scheme for this Phase expires, the Management Committee shall allocate the distributable income. The Management Committee shall, after deducting relevant taxes and fees according to law, allocate the aforementioned distributable income according to the number of shares that are held by the Holders.

The Ownership Scheme for this Phase shall strictly abide by market transaction rules and comply with the regulation that no stocks may be traded during sensitive periods. No party may use the Ownership Scheme for this Phase to engage in securities fraud such as insider trading and market manipulation. The aforementioned "sensitive periods" refer to periods during which the directors, supervisors and senior management officers of listed companies may not trade shares of the Company as stipulated in the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management Officers of Listed Companies and the Changes Thereof and other regulations. The details of which include but are not limited to:
1. within 30 days before the Company's announcement of its periodic report, or if the date of announcement of the periodic report is postponed due to special reasons, the period starting from 30 days before the original date of announcement to the day before the announcement;
2. within ten days before the announcement of performance estimation and the announcement of performance preview of the Company;
3. the period starting from the date of occurrence or the date of entering the decision-making process of a major event that may have a significant impact on the trading price of the Company's shares and their derivatives to within two trading days from the date of disclosure according to law;
4. other periods as required by the CSRC and the SSE.

The aforementioned "major event" refers to a transaction or any other significant matter that the Company shall disclose in accordance with the provisions of the Stock Listing Rules of the Shenzhen Stock Exchange.

In making a decision on the trading of the Company's shares, the representative of Holders shall timely consult the Secretary to the Board of the Company on whether it is in a stock trading sensitive period.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

(IV) During the duration of the Ownership Scheme for this Phase, where any of the following situations occurs to a Participant, such Participant shall no longer take part in the respective phases subsequently to be established under the Ownership Scheme nor is entitled to any income from the respective phases he/she participates that is not distributed; the Management Committee shall have the right to determine to recover without compensation all the shares and the corresponding income of the Ownership Scheme for this Phase that are held by such Participant and to distribute to other Participants.

1. the Holder is held criminally responsible for their conduct according to law;
2. the Holder has violated the provisions of the Company Law, the Securities Law and other laws, administrative regulations, rules and normative documents, thus damaging the interests of the Company;
3. upon confirmation of the Board or the supervisory committee of the Company, the Holder is found to violate the provisions of the Articles of Association and commits a serious violation of the internal rules and policies of the Company;
4. the Holder establishes a labour relationship with other employers without the written consent of the Company;
5. the Holder violates his/her obligations to the Company, such as the restraint on competition and confidentiality;
6. the occurrence or existence of any other actions that is deemed by the Company to be detrimental to the interests of the Company.
During the duration of the Ownership Scheme for this Phase, where any of the following situations occurs to a Participant, the Participant may continue to enjoy the corresponding interests of the Scheme (except as otherwise provided for in item (IV) of this Article):
1. normal retirement in compliance with relevant policies and upon the approval of the Company, and without engaging in the investment in and employment at any business similar with that of the Company prior to clearance;
2. resignation from the Company due to major illness;
3. loss of labour capacity due to work-related injury or illness;
4. death due to work-related injury or illness.

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(VI) During the duration of the Ownership Scheme for this Phase, if a Participant leaves, retires, dies, or otherwise, such Participant shall be entitled to all of his/her corresponding interests under the Ownership Scheme for this Phase (except as otherwise provided for in item (IV) of this Article).

(VII) During the duration of the Ownership Scheme for this Phase, where there is any other matter relating to the disposal of interests of the Scheme that is not clarified, it shall be determined by the Management Committee.

III. Taxes and fees payable by the Scheme

Securities transaction fees for the Ownership Scheme for this Phase, including commissions and stamp duties, shall be accrued at the time of occurrence of the investment or transaction and paid according to the prescribed proportions. In addition to commissions and stamp duties, other expenses including asset management fees (if any) and custodial fees (if any) shall be borne by the Participants in accordance with relevant laws, regulations and corresponding agreements. With respect to personal income taxes or other contingent taxes payable by the Participants due to their participation in the Scheme, the Company shall be obliged to withhold and pay such taxes on their behalf. After the shares are sold, the taxes shall be deducted from the income in the name of the Participants before redeeming it to the Participants.

All taxpayers involved in the Ownership Scheme for this Phase shall perform their tax obligations in accordance with national tax laws and regulations. For the Company's financial and accounting treatment of the Scheme as well as its taxation and other issues, they shall be implemented in accordance with relevant financial policies, accounting standards and tax systems.

According to the provisions of the Scheme, after conditions for the growth in performance are met, a certain proportion of the Special Fund shall be extracted as the source of funds for schemes under the Scheme, which may have a certain impact on the operating performance of the Company.

Chapter Eight Selection of Management Agency, Provision for and Payment Method

of Management Fees and Terms of Management Agreement

Selection of management agency for the Ownership Scheme for this Phase

The Company will commission CITIC Securities Company Limited with asset management qualifications as the management agency for the Ownership Scheme for this Phase, and enter into the relevant asset management contract with CITIC Securities Company Limited.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Principle terms of the management agreement
1. Name of the asset management plan: CITIC Securities-Employee Ownership Scheme No. 1 Single Asset Management Plan of Livzon Group" (中信證券-麗珠集團員工持股計劃1號單一資產管理計劃) (subject to the filing with the Asset Management Association of China, the "Employee Ownership Scheme No. 1 of Livzon Group")
2. Type: single asset management plan
3. Client: Livzon Pharmaceutical Group Inc.* (in charge of the Ownership Scheme for this Phase)
4. Manager: CITIC Securities Company Limited
5. Custodian: Shenzhen Branch of China Merchants Bank
6. Management period: the management period of the Employee Ownership Scheme No. 1 of Livzon Group is expected to be 48 months, which may be extended or terminated in advance.
7. Target size: the maximum size of the Employee Ownership Scheme No. 1 of Livzon Group is 117,461,090 units.
8. Investment objective: the main investment scope is the ordinary A shares (stock
  code: 000513.SZ), cash assets and others of Livzon Group.

Provision for and payment method of management fees
1. Management fees: 0.25%
2. Custody fees: 0.03%
3. Compensation for performance: this single plan shall not charge compensation for performance.
4. Securities transaction expenses: the transaction commissions, stamp taxes and other related taxes and fees incurred during the operation of the single plan shall be directly deducted as transaction costs. The transaction commission rate is determined by the manager in accordance with the principle of protecting the interests of the client and based on fair market prices and laws and regulations.

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APPENDIX I

FIRST PHASE OWNERSHIP SCHEME

Taxes: the parties to this asset management plan and this contract shall perform their tax obligations in accordance with the provisions of laws and regulations. For the taxable behaviors incurred during the operation of this asset management plan, those corresponding taxes shall be borne by the assets of this asset management plan. In case the manager acting as the taxpayer or the withholding agent, the manager may disburse from the entrusted assets. During the execution of this contract, any changes in laws and regulations shall be implemented in accordance with the revised laws and regulations.
Other expenses: the single plan fees, other than transaction fees, stamp taxes, management fees, custodian fees and service fees, shall be included or allocated to the current period according to the actual amount of expenses in accordance with the relevant laws and regulations and the specific provisions of the corresponding contract or agreement. The payment instruction shall be sent by the manager to the custodian to notify the custodian to pay from a single plan asset.

Chapter Nine

Modification and Termination of the Scheme

During the duration of the Scheme, any changes made to the First Phase Ownership Scheme (Draft) shall be submitted to the Board for review and approval after being considered by the Holders' Meeting. Subject to compliance with the Ownership Scheme and the First Phase Ownership Scheme (Draft), any changes to the Ownership Scheme for this Phase shall be determined by the Holders' Meeting of the Ownership Scheme for this Phase.
The Scheme shall be terminated upon expiration of its duration. The Board may extend and shorten the duration of the Scheme after deliberation by the Holders' Meeting. The provisions on the extension and shortening of the duration and lock-up period of the Ownership Scheme for this Phase shall be subject to the Ownership Scheme for this Phase.
If the Company undergoes a merger, division, or change in control for any reason, subject to compliance with relevant laws and regulations, the Ownership Scheme for this Phase shall continue to be implemented, except for the cases where the Holders' Meeting of the Ownership Scheme for this Phase makes a decision on shortening or extending the duration and lock-up period or terminating the Ownership Scheme for this Phase in advance.

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APPENDIX I	FIRST PHASE OWNERSHIP SCHEME
Chapter Ten	Formulation, Approval and Implementation of the Scheme

The general meeting of the Company shall be the highest organ of authority of the Scheme, responsible for the approval of the Scheme.

The Company shall be responsible for formulating the First Phase Ownership Scheme (Draft) on the basis of fully soliciting the opinions of employees through general employee assembly and other organisations. Upon the consideration and approval of the general meeting of the Company, authorisation shall be given to the Board to determine or deal with the following matters, including but not limited to:
1. authorising the Board to extract the annual Special Fund and determine the specific distribution plan;
2. authorising the Board to decide on the modification of the First Phase Ownership Scheme (Draft), including but not limited to the disqualification of Holders, addition of Holders, changes in the shares of Holders, handling of matters relating to the succession of deceased Holders, and early termination of the Ownership Scheme for this Phase in accordance with the regulations of the First Phase Ownership Scheme (Draft);
3. authorising the Board to make a decision on the extension or shortening of the duration of the Ownership Scheme for this Phase;
4. authorising the Board to make decisions in respect of the engagement and change of intermediaries, such as asset managers and custodians, for the Ownership Scheme for this Phase;
5. authorising the Board to give explanation on relevant contents not covered in the Scheme;
6. authorising the Board to handle all other matters necessary for the Scheme, except for the rights that are clearly stipulated in relevant documents that those rights shall be reviewed and exercised by the general meeting.

The independent Directors of the Company shall be responsible for expressing independent opinions on whether the Ownership Scheme for this Phase is conducive to the sustainable development of the Company, whether there is any situation that is detrimental to the Company and its interests as well as the legitimate rights and interests of minority shareholders, whether the opinions of employees have been sought prior to the launch of the Scheme, and whether there is any such situation of forcing employees to participate in the Ownership Scheme for this Phase by apportionment, forced distribution and other means.

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(IV) The supervisory committee of the Company shall be responsible for expressing independent opinions on whether the Ownership Scheme for this Phase is conducive to the sustainable development of the Company, whether there is any situation that is detrimental to the Company and its interests as well as the legitimate rights and interests of minority shareholders, whether the opinions of employees have been sought prior to the launch of the Scheme, and whether there is any situation of forcing employees to participate in the Ownership Scheme for this Phase by apportionment, forced distribution and other means.

Chapter Eleven

Other Matters

Where any of the provisions of the Ownership Scheme for this Phase is in conflict with relevant national laws, administrative regulations, rules and normative documents, it shall be implemented in accordance with the relevant national laws, administrative regulations, rules and normative documents.

The Ownership Scheme for this Phase shall be interpreted by the Board, and shall take effect and be implemented after the review and approval by the general meeting of the Company.

Livzon Pharmaceutical Group Inc.*

The Board of Directors

8 April 2021

For identification purpose only

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APPENDIX II

ADMINISTRATIVE MEASURES

The following is the full text of the Administrative Measures. The Administrative Measures is written in Chinese and have no official English version. Therefore, any English version is for reference only, and in case of any discrepancy, the Chinese version shall prevail.

麗珠醫藥集團股份有限公司

LIVZON PHARMACEUTICAL GROUP INC.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1513)

Administrative Measures for the First Phase Ownership Scheme under Medium to

Long-term Business Partner Share Ownership Scheme

Chapter One

General Provisions

Article 1 In order to regulate the implementation of the first phase ownership scheme under Medium to Long-term Business Partner Share Ownership Scheme (hereinafter referred to as the "Ownership Scheme for this Phase" or "Scheme") of Livzon Pharmaceutical Group Inc.* (hereinafter referred to as "Livzon Group", "Livzon Pharma" or "Company"), Livzon Group has formulated this administrative measures in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Guiding Opinions on the Pilot Program for the Implementation of Employee Ownership Schemes by Listed Companies from China Securities Regulatory Commission (hereinafter referred to as the "Guiding Opinions"), the Guidelines No. 4 of the Shenzhen Stock Exchange on the Disclosure of Information by Listed Companies - Employee Ownership Schemes (hereinafter referred to as the "Guidelines No. 4 on the Disclosure") as well as relevant laws, administrative regulations, rules, normative documents, the provisions of the Articles of Association of Livzon Pharmaceutical Group Inc.* (hereinafter referred to as the "Articles of Association") and Medium to Long-term Business Partner Share Ownership Scheme (Revised) of Livzon Pharmaceutical Group Inc.* (hereinafter referred to as the "Ownership Scheme").

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APPENDIX II	ADMINISTRATIVE MEASURES
Chapter Two	Formulation of the Scheme
Article 2 Purpose of the Scheme

At the time when Livzon Group was established 35 years ago, the Company put forward the development concept of "back to square one and start all over again", and spared no effort in achieving the goal of becoming China's first-rated and the world's leading international pharmaceutical company.

Against a backdrop of escalating market competition and an increasingly complex economic environment, organisational reengineering and enterprise innovation are the cores of business management and strategic development for enterprises. In order to achieve the goal of realising leapfrog development again to become an international pharmaceutical company first rated in China and leading in the world, Livzon Group needs to display enterprise characteristics such as diligence, openness, enterprising spirit, passion, and ambition. In light of long-termfuture-oriented development and governance, establishing an innovative long-term incentive stock ownership mechanism for senior management and core technical teams is effective in motivating the hardworking entrepreneurial spirit of senior management and core technical personnel. By attaching rights and obligations to the Holders and establishing the business partnership mechanism of "enjoying the benefits and assuming the risk together", it is expected to effectively advance and promote the change from "managers" to "partners" in the Company, uniting a group of era strugglers and business leaders sharing common values to carry forward entrepreneurship, promoting the long-term stable development of the Company, and realising the alignment of interests among shareholders.

The essence of the business partner Ownership Scheme lies in "performance-based stocks" and, through the arrangement of the "business partner Ownership Scheme" and the characteristics of a "business partner", it can be of a longer term, achieving the sharing of responsibilities and values. Specifically, the Scheme is launched for the following purposes:

Institutional innovation. The core management team will increase its shareholding in the Company through the business partner Ownership Scheme, which is expected to further improve the corporate governance structure and optimise the Company's equity structure, and promote the alignment of interests and the sharing of income among shareholders, the Company, and employees, injecting internal vitality and motivation into the Company's developments, hence ensuring the Company's long-term, healthy, stable and sustainable development and enhance the overall value of the Company.

The core management team participating in the business partner Ownership Scheme will comprise all key personnel playing an important role in the overall performance and medium and long-term development of the Company. While continuing to promote organisational reform and improvement in efficiency, adhering to the concept of equal rights and responsibilities and promoting the tie-in of the core management team with the Company's long-term growth values is conducive to driving the change in the mind-set of the team from being a "manager" to a "partner" in exerting their subjective initiative and actively taking on the responsibility for the Company's long-term growth to ensure the long-term competitive advantages of the Company.

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Currently, the Company's core management team compensation structure is relatively simple and there is a lack of long-term incentives. The business partner Ownership Scheme will help to optimise the compensation structure and, based on the progress in achieving the Company's performance, setting aside an special fund, purchasing the Company's shares, and locking them up in the medium and long term is conducive to long-term incentives and constraints of the core management team of the Company, hence ensuring the realisation of the Company's long-term business goals.

Article 3 Basic principles of the Scheme

Principle of legality

Relevant entities of the Scheme must strictly abide by the market transaction rules and comply with the regulation that no stocks may be traded during sensitive periods. No party may use the Scheme to engage in securities fraud such as insider trading and market manipulation. In implementing the Scheme, the Company shall perform the procedures in strict accordance with the laws and administrative regulations, and make a disclosure of the information in a truthful, accurate, complete and timely manner.

(II) Principle of voluntary participation

(III) Principle of assuming one's own risk

Holders of the Scheme shall be held responsible for one's own profits and losses, and shall take on their own risks and have equal rights with the other investors.

(IV) Principle of ensuring the Company's long-term development

To ensure the long-term healthy development of the Company, the Scheme adheres to the long-term development principle in pegging personal income with the Company's medium and long-term interests.

(V) Principles of value creation and benefit sharing

Adhering to the principles of value creation and benefit sharing, the Scheme will realise the sharing of profits and the assumption of risk with the employees.

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Article 4 Determination and basis for determining of Target Participants of the Scheme

Basis for determining the Target Participants of the Scheme

(II) Scope of the Target Participants of the Scheme

The scope of the Holders of the Scheme shall include senior management of the Company, key research and development and sales personnel who have made outstanding contribution to the performance in the assessment period or will have important impact on the future performance of the Company, general managers of the business divisions of the Company, key management personnel including general managers of the subsidiaries and heads of level 1 functional departments at the headquarter of the Company. The total number of Participants under the Ownership Scheme for this Phase is 80, of which 9 are Directors (excluding independent Directors), supervisors, and senior management. The finalized Participants shall be determined in accordance with the actual subscription to be made.

Lawyers engaged by the Company shall give a clear opinion on whether the Target Participants, the fund and source of shares, the term and size, the management model and other issues of the Ownership Scheme are compliant with the laws and regulations, and whether the necessary review procedures are performed.

Article 5 Source of funds, source and number of shares of the Scheme

Source of funds of the Scheme
1. Funds of the Ownership Scheme for this Phase come from the special fund of the Ownership Scheme for this Phase (the "Special Fund") set aside by the Company.
2. The Company will extract a corresponding proportion of the special fund according to the special fund extraction principle, transfer it to the capital account of the Scheme and purchase the Underlying Shares using the securities account of the Scheme. The special fund shall be extracted according to the following principles:
3. 1. The special fund shall be extracted with net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in 2018 (RMB947.2163 million) as the base. During the period of

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APPENDIX II

ADMINISTRATIVE MEASURES

assessment (2019-2028), the Company will use the compound growth rate of net profit achieved in each year as the assessment indicator to calculate and set aside a progressive special fund for each period. The ratios are set out in details as below:

Compound growth rate of net	Percentage of progressive
profit achieved in each year of	special funds with a compound
assessment (X)	growth rate of over 15%
X≤15%	0
15%<>≤20%	25%
20%<>	35%

Note 1: the above "compound growth rate of net profit" indicator is calculated based on the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss, excluding the impact of the amount of special fund being set aside for the Ownership Scheme.

	Net profit attributable to the shareholders
	of the Company after deducting the
Year of assessment	extraordinary gains or loss
	(RMB0'000)
2019	108,929.88
2020	125,269.36
2021	144,059.76
2022	165,668.72
2023	190,519.03
2024	219,096.89
2025	251,961.42
2026	289,755.63
2027	333,218.98
2028	383,201.83

If the amount of special fund to be set aside exceeds 8% of the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in that year, the special fund shall be set aside in the amount of 8% of the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss.
If the audited net profit attributable to the shareholders of the Company after deducting the extraordinary gains or loss in the current year decreases by 5% year-on-year comparing to that in the previous year due to the accrual of the special fund, no special fund shall be set aside for the year.

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APPENDIX II

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The Board shall be authorised at the general meeting to determine the specific amount of the special fund for the Ownership Scheme for this Phase in accordance with the aforementioned principle of accrual. The Company shall measure and calculate the withdrawal of the special fund according to relevant regulations, and include it in the expenses for the current period.

Source of shares in the Scheme
1. centralised bidding on the secondary market (including but not limited to auction transactions and block trades);
2. other means permitted by the laws and administrative regulations.

(III) Restrictions on the number of Underlying Shares involved in the Scheme

Article 6 Duration of the Ownership Scheme for this Phase

Article 7 Lock-up period for the Underlying Shares of the Ownership Scheme for this Phase

The lock-up period of the Underlying Shares acquired from the Ownership Scheme for this Phase shall be 36 months, which is calculated from the time when the Company makes an announcement on the transfer of the last tranche of the Underlying Shares in the Ownership Scheme for this Phase to the account in the name of the Ownership Scheme for this Phase.

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APPENDIX II

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After the expiration of the lock-up period of the Ownership Scheme for this Phase, the Company shall disclose its relevant status in a timely manner.

Article 8 Any changes made to the Ownership Scheme for this Phase in its duration shall be subject to the consent of Holders holding more than two-thirds of the total share present at the Holders' Meeting and shall be submitted to the Board for approval prior to implementation.

Article 9 Termination and extension of the Ownership Scheme for this Phase

The Ownership Scheme for this Phase shall automatically terminate after the expiration of its duration;
After the lock-up period of the Ownership Scheme for this Phase expires, and if the assets in the Ownership Scheme for this Phase are all monetary funds, the Ownership Scheme for this Phase may be terminated in advance;
If not all the shares are sold before the expiration of the duration of the Ownership Scheme for this Phase, the duration of the Ownership Scheme for this Phase may be extended upon the approval of Holders with more than two-thirds of the effective voting rights present at the Holders' Meeting and the approval of the Board which are held within ten days before the expiration of the duration of the Ownership Scheme for this Phase.

Chapter Three

Management Model of the Scheme

Article 10 The highest organ of authority responsible for the internal management of the Ownership Scheme for this Phase shall be the Holders' Meeting. The Holders' Meeting under the Ownership Scheme for this Phase shall elect a management committee (the "Management Committee"). The Management Committee shall perform the daily management of the Ownership Scheme for this Phase in accordance with the provisions of the Scheme and shall exercise shareholder rights or authorise management agencies to exercise shareholder rights on behalf of the Holders.

The management of the Ownership Scheme for this Phase will be commissioned to an agency with asset management qualifications, and the Board will be authorised by the general meeting of the Company to determine the specific management agency and handle the related matters regarding the appointment.

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Article 11 Holders' Meetings under the Ownership Scheme for this Phase

The Holders' Meeting shall comprise all Holders. Holders may attend and vote in person at the Holders' Meeting, or they may appoint other Holders to attend and vote on their behalf.

Functions and powers of the Holders' Meeting
1. To elect and remove members of the Management Committee;
2. To review and decide on the amendments to this administrative measures;
3. To review changes to the first phase ownership scheme (draft) under Medium to Long-term Business Partner Share Ownership Scheme of Livzon Pharmaceutical Group Inc.* (the "First Phase Ownership Scheme (Draft)") and submit such matters to the Board for consideration;
4. To decide on other changes to the Ownership Scheme for this Phase subject to compliance with the First Phase Ownership Scheme (Draft);
5. When the Company raises funds by way of placing, additional issue, convertible bonds and other means during the duration of the Ownership Scheme for this Phase, the Management Committee of the Ownership Scheme for this Phase shall request the Holders' Meeting to consider whether to participate in the financing and other relevant matters;
6. To authorise the Management Committee to carry out daily management of the Ownership Scheme for this Phase;
7. When the Company undergoes a merger, division, change in control and other situations after the statutory lock-up period of the Ownership Scheme for this Phase expires, to decide on shortening or extending the duration and lock-up period of the Ownership Scheme for this Phase or terminating the Ownership Scheme for this Phase in advance;
8. To authorise the Management Committee to clear the assets of the Ownership Scheme for this Phase at the time of its termination;
9. To authorise the Management Committee to exercise shareholder rights, and the Management Committee to authorise the chairman of the Management Committee to exercise shareholders rights attached to shares to be held by the Ownership Scheme for this Phase prior to the completion of clearance and allocation of the Ownership Scheme for this Phase (except for some shareholder rights such as voting rights voluntarily waived by the Holders);

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APPENDIX II

ADMINISTRATIVE MEASURES

1. To authorise the Management Committee to take charge of the alignment work with the asset management agency (if any);
2. Other matters that the Management Committee deems necessary to convene the Holders' Meeting.
Procedures for the convening of the Holders' Meeting
The first Holders' Meeting shall be convened and presided over by the Secretary to

the Board. Thereafter, the Management Committee to be elected by the Holders' Meeting shall be responsible for convening the meeting and the chairman of the Management Committee shall preside over the meeting. When the chairman of the Management Committee is unable to perform his/her duties, he/she shall appoint a member of the Management Committee to preside over the meeting.

1. The time and place of the meeting;
2. The matters to be considered in the meeting (motions);
3. The mode of holding the meeting;
4. The convener and presider of the meeting, proposer of the ad hoc meeting and his or her written proposals;
5. The materials necessary for voting in the meeting;
6. The requirement that Holders shall attend in person or appoint other Holders to attend the meeting on their behalf;
7. The contact person and contact information;
8. The date of notification.
Voting procedures of the Holders' Meeting
1. After each motion is fully discussed, the presider shall timely invite Holders attending the meeting to vote. Voting shall be conducted in writing by filling in a ballot paper.

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Holders shall exercise their voting rights in proportion to their shares held in the Scheme in the current phase. Each share shall have one vote, and the Holders' Meeting shall adopt the mode of signed voting.
The intent of Holders in the voting shall be divided into consent, opposition and abstention. Holders shall choose an option from one of the above intents. In the case of failing to make a choice or choosing two or more options at the same time, the Holders concerned shall be deemed to abstain from voting. Any unfilled, wrongly filled, unrecognisable ballot papers or uncast votes shall be considered as abstention. If any of the Holders votes after the presider of the meeting announces the voting results or after the end of specified voting period, such vote shall not be counted.
The presider of the meeting shall announce the voting figures at the site. Except as otherwise provided by the Holders' Meeting and in the First Phase Ownership Scheme (Draft), each motion shall be deemed to be approved by voting to form a valid resolution of the Holders' Meeting if it is agreed by Holders present at the Holders' Meeting holding more than 50% (not inclusive of the 50%) of the shares.
Holders who individually or collectively hold more than 10% (inclusive of the 10%) of the shares in the Ownership Scheme for this Phase may submit an interim motion to the Holders' Meeting. The interim motion shall be submitted to the Management Committee five days before the holding of the Holders' Meeting.
Holders who individually or collectively hold more than 30% (inclusive of the 30%) of the shares in the Ownership Scheme for this Phase may propose to convene the Holders' Meeting.
Where a resolution of the Holders' Meeting needs to be submitted to the Board for review, the resolution must be submitted to the Board for review in accordance with relevant requirements.
Given the relatively large number of Holders that will be present in the Ownership Scheme for this Phase, for the sake of utmost convenience and efficiency, the Holders' Meeting may also be conducted by communications, in written form and by other means. In the case where review and voting of the Holders' Meeting are carried out by communications, in written form and by other means, the Management Committee shall safeguard the rights of the Holders, including the right to full information.

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APPENDIX II

ADMINISTRATIVE MEASURES

Article 12 Management Committee of the Ownership Scheme for this Phase

Procedures for election of the Management Committee of the Ownership Scheme for this Phase

The Management Committee of the Ownership Scheme for this Phase shall comprise three members and a chairman. The term of office of members of the Management Committee shall be the duration of the Ownership Scheme for this Phase.

Candidates for membership of the Management Committee shall be nominated by Holders who individually or collectively hold more than 10% (inclusive of the 10%) of the shares under the Ownership Scheme for this Phase, and shall be elected by the Holders' Meeting. The chairman of the Management Committee shall be elected by a majority of all the members of the Management Committee.

(II) Obligations of members of the Management Committee

Members of the Management Committee shall abide by the laws and administrative regulations and shall owe the following obligations of loyalty to the Ownership Scheme for this Phase:

They may not take advantage of their positions and powers to accept bribes or other illegal income, and encroach upon the property of the Ownership Scheme for this Phase;
They may not misappropriate funds of the Ownership Scheme for this Phase;
Without the consent of the Holders' Meeting, assets or funds of the Ownership Scheme for this Phase may not be deposited in an account opened in their own names or in the name of another individual;
Without the consent of the Holders' Meeting, they may not lend funds of the Ownership Scheme for this Phase to other parties or use the property of the Ownership Scheme for this Phase to provide guarantee for other parties;
They may not use their positions and powers to damage the interests of the Ownership Scheme for this Phase.

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APPENDIX II

ADMINISTRATIVE MEASURES

Duties of the Management Committee
1. To convene the Holders' Meeting;
2. To carry out daily management of the Ownership Scheme for this Phase;
3. To request the Holders' Meeting to consider shortening or extending the duration and lock-up period of the Ownership Scheme for this Phase or terminating the Ownership Scheme for this Phase in advance;
4. To handle matters relating to the subscription of shares of the Ownership Scheme for this Phase;
5. To take charge of the alignment work with the asset management agency of the Ownership Scheme for this Phase;
6. To handle all matters relating to the lock-up and the lifting of restrictions on shares purchased under the Ownership Scheme for this Phase;
7. To exercise the asset management responsibilities under the Ownership Scheme for this Phase, including but not limited to, being entitled to decide on cashing the shares of the Company after the expiration of the lock-up period, and investing the cash assets of the Ownership Scheme for this Phase in fixed income securities, wealth management products, money market funds and other cash management instruments;
8. To clear the assets or dispose them of by other specific means upon the termination of the Ownership Scheme for this Phase;
9. To develop and implement schemes on matters relating to the participation in additional issues, placing, convertible bond issues and other refinancing issues of the Company during the duration of the Ownership Scheme for this Phase;
10. To authorise the chairman of the Management Committee to exercise shareholders rights attached to the shares to be held by the Ownership Scheme for this Phase prior to the completion of liquidation and allocation for the Ownership Scheme for this Phase (except for some shareholder rights such as voting rights voluntarily waived by the shareholders);
11. To take charge in revising this administrative measures for the Ownership Scheme for this Phase and submit it to the Holders' Meeting for consideration;
12. To protect other rights in the interest of all Holders.

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APPENDIX II

ADMINISTRATIVE MEASURES

(IV) Functions and powers of the chairman of the Management Committee

1. To convene and preside over the Holders' Meeting and meetings of the Management Committee;
2. To exercise shareholder rights on behalf of all Holders with the authorisation of the Management Committee, except for some shareholder rights such as voting rights voluntarily waived by the Holders;
3. To supervise and inspect the implementation of resolutions of the Holders' Meeting and the Management Committee;
4. To sign relevant agreements and contracts with external parties on behalf of the Ownership Scheme for this Phase;
5. Other functions and powers conferred by the Management Committee.
Procedures for the convening of meetings of the Management Committee
Meetings of the Management Committee shall be convened by the chairman of the

Management Committee, and all members of the Management Committee shall be notified of the meeting three days in advance. In case of emergency, Holders may be notified of the meeting orally on short notice. The notice of meeting shall include the following contents:

The date and place of the meeting;
The reasons for and agenda of the meeting;
The materials necessary for the meeting;
The date of notification.

(VI) Procedures for the holding of meetings and voting of the Management Committee

Meetings of the Management Committee shall be held only when more than half of the members of the Management Committee are present.
Resolutions of the Management Committee must be passed by a majority of all members of the Management Committee.
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APPENDIX II

ADMINISTRATIVE MEASURES

The "one person, one vote" principle shall be adopted for voting on resolutions of the Management Committee. Voting shall be conducted by signed ballot.
In the meetings of the Management Committee, on the premise that members of the Management Committee can fully express their opinions, resolutions may be adopted by way of email or other means and shall be signed by the members attending the meeting.
Meetings of the Management Committee shall be attended by members of the Management Committee in person. If any member is unable to attend the meeting for any reason, he/she may appoint another member of the Management Committee in writing to attend the meeting on his/her behalf, and the member who attend the meeting on his/her behalf shall exercise the rights within the scope of authorisation. Any failure of attending a meeting of the Management Committee or appointing a representative to attend the meeting shall be deemed to waive the right to vote at that meeting.
The Management Committee shall form a resolution in respect of decisions made on the matters that are discussed at the meeting, and members of the Management Committee shall give their signature on the resolution at the meeting.

Article 13 Ways of participation in the Scheme when the Company finances during the duration of the Scheme

When the Company raises funds by way of placing, additional issues, convertible bonds and other means during the duration of the Ownership Scheme for this Phase, the Management Committee of the Ownership Scheme for this Phase shall request the Holders' Meeting of the Ownership Scheme for this Phase to consider whether to participate in the financing and other relevant matters.

Chapter Four

Disposal of Interests of the Scheme

Article 14 Asset composition of the Ownership Scheme for this Phase

A shares of the Company;

(II) cash and the interests generated;

(III) other assets such as proceeds from the asset management.

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APPENDIX II

ADMINISTRATIVE MEASURES

Article 15 Disposal methods of the assets under the Ownership Scheme for this Phase

Disposal methods after the expiration of the duration

After the expiration of the duration, assets of the Scheme shall be disposed of in the following ways:

The Holders' Meetings of the Ownership Scheme for this Phase shall authorise the Management Committee to complete clearance within 15 working days from the expiration of the duration or termination of the Scheme. After deducting relevant taxes and fees according to law, the allocation of interests shall be carried out in accordance with relevant regulations under this administrative measures for the Ownership Scheme for this Phase.
If any of the Underlying Shares is still included in the assets which are held by the Ownership Scheme for this Phase, the Management Committee shall determine a specific way of disposal.

During the lock-up period of the Ownership Scheme for this Phase, the shares or interests of the Holders of the Ownership Scheme for this Phase may not be transferred, withdrawn or used for any mortgage, pledge, guarantee and repayment of debt.

Disposal methods after the expiration of the lock-up period
1. The specific allocation of interests after the expiration of the lock-up period of the Ownership Scheme for this Phase shall be determined by the Management Committee.
2. After the lock-up period of the Ownership Scheme for this Phase expires, interests of the Scheme may be disposed of according to one of the following ways:
3. 1. to continue to hold the Underlying Shares during the duration of the Scheme;
  2. to sell the Underlying Shares that are purchased by the Ownership Scheme for this Phase within the duration of the Scheme;
  3. to transfer the ownership of the Underlying Shares to the personal accounts of Holders of the Ownership Scheme for this Phase;
  4. other ways as permitted by the laws, administrative regulations, rules or normative documents.

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APPENDIX II

ADMINISTRATIVE MEASURES

The Ownership Scheme for this Phase shall strictly abide by market transaction rules and comply with the regulation that no stocks may be traded during sensitive periods. No party may use the Ownership Scheme for this Phase to engage in securities fraud such as insider trading and market manipulation. The aforementioned "sensitive periods" refer to periods during which the Directors, supervisors and senior management of the Company may not trade shares of the Company as stipulated in the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management Officers of Listed Companies and the Changes Thereof and other regulations. The details of which include but are not limited to:
1. Within 30 days before the Company's announcement of its periodic report, or if the date of announcement of the periodic report is postponed due to special reasons, the period starting from 30 days before the original date of announcement to the day before the announcement;
2. Within 10 days before the announcement of performance estimation and the announcement of performance preview of the Company;
3. The period starting from the date of occurrence or the date of entering the decision-making process of a major event that may have a significant impact on the trading price of the Company's shares and their derivatives to within two trading days from the date of disclosure according to law;
4. Other periods as required by the CSRC and the SSE.

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APPENDIX II

ADMINISTRATIVE MEASURES

1. The Holder is held criminally responsible for their conduct according to law;
2. The Holder has violated the provisions of the Company Law, the Securities Law and other laws, administrative regulations, rules and normative documents, thus damaging the interests of the Company;
3. Upon confirmation of the Board or the supervisory committee of the Company, the Holder is found to violate the provisions of the Articles of Association and commits a serious violation of the internal rules and policies of the Company;
4. The Holder establishes a labour relationship with other employers without the written consent of the Company;
5. The Holder violates his/her obligations to the Company, such as the restraint on competition and confidentiality;
6. The occurrence or existence of any other actions that is deemed by the Company to be detrimental to the interests of the Company.
During the duration of the Ownership Scheme for this Phase, where any of the following situations occurs to a Participant, the Participant may continue to enjoy the corresponding interests of the Scheme (except as otherwise provided for in item (IV) of this Article):
1. Normal retirement in compliance with relevant policies and upon the approval of the Company, and without engaging in the investment in and employment at any business similar with that of the Company prior to clearance;
2. Resignation from the Company due to major illness;
3. Loss of labour capacity due to work-related injury or illness;
4. Death due to work-related injury or illness.

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APPENDIX II

ADMINISTRATIVE MEASURES

Article 16 Taxes and fees payable by the Ownership Scheme for this Phase

Chapter Five

Modification and Termination of the Scheme

Article 17 During the duration of the Scheme, any changes made to the First Phase Ownership Scheme (Draft) shall be submitted to the Board for review and approval after being considered by the Holders' Meeting. Subject to compliance with the Ownership Scheme and the First Phase Ownership Scheme (Draft), any changes to the Ownership Scheme for this Phase shall be determined by the Holders' Meeting of the Ownership Scheme for this Phase.

Article 18 The Ownership Scheme for this Phase shall be terminated upon expiration of its duration. The Board may extend and shorten the duration of the Ownership Scheme for this Phase after deliberation by the Holders' Meeting. The provisions on the extension and shortening of the duration and lock-up period of the Ownership Scheme for this Phase shall be subject to the Ownership Scheme for this Phase.

Article 19 If the Company undergoes a merger, division, or change in control for any reason, subject to compliance with relevant laws and regulations, the Ownership Scheme for this Phase shall continue to be implemented, except for the cases where the Holders' Meeting makes a decision on shortening or extending the duration and lock-up period or terminating the Ownership Scheme for this Phase in advance.

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APPENDIX II	ADMINISTRATIVE MEASURES
Chapter Six	Other Matters

Article 20 Where any of the provisions of the Ownership Scheme for this Phase is in conflict with national laws, administrative regulations, rules and normative documents, it shall be implemented in accordance with the relevant national laws, administrative regulations, rules and normative documents.

Article 21 This administrative measures shall take effect from the day when it is considered and approved by the general meeting of the Company, until the day of termination and the completion of settlement of the Ownership Scheme for this Phase.

Article 22 Matters not being covered in this administrative measures shall be subject to negotiation and decision by the Board, the Management Committee and the Holders. The Board authorises the Holders' Meeting of the Ownership Scheme for this Phase to decide on the revising of this administrative measures and to submit to the Board for filing.

Livzon Pharmaceutical Group Inc.*

The Board of Directors

8 April 2021

For identification purpose only

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Livzon Pharmaceutical Group Inc. published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 10:24:07 UTC.

Latest news about Livzon Pharmaceutical Group Inc.

Livzon Pharmaceutical Group Cancels Share Options	05-14	MT
Livzon Pharmaceutical Declares Final Dividend for 2023	05-13	MT
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Livzon Pharmaceutical's Q1 Profit Jumps 4.5%; Revenue Slips 5%	04-24	MT
Livzon Pharmaceutical Group Inc. Reports Earnings Results for the First Quarter Ended March 31, 2024	04-23	CI
Tranche Update on Livzon Pharmaceutical Group Inc.'s Equity Buyback Plan announced on January 19, 2024.	04-02	CI
Livzon Pharma's 2023 Profit Rises 2%; Revenue Falls 2%	03-29	MT
Livzon Pharmaceutical Group Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	03-28	CI
Livzon Pharmaceutical Group Inc. Proposes Final Dividend for the Year Ended December 31, 2023, Payable on 05 August 2024	03-28	CI
Livzon Pharma to Trial JP-1366 Tablets as Reflux Esophagitis Drug	02-23	MT
Livzon Group Livzon Medical Research Centre Receives Notice of Drug Clinical Trial Approval Issued by China National Medical Products Administration	02-22	CI
Livzon Pharma Gets Nod to Trial Weight Management Drug	02-05	MT
Livzon Pharmaceutical Appoints Former Joincare Exec as Vice President	01-30	MT
Livzon Pharmaceutical Group Inc. commences an Equity Buyback Plan for CNY 600 million worth of its shares, under the authorization approved on Decemeber 19, 2023.	01-18	CI
Livzon Pharma Recognizes Credit, Asset Impairments	01-10	MT
Livzon Pharmaceutical to Continue Getting Services from Joincare Pharmaceutical	01-02	MT
Livzon Pharmaceutical Shareholders to Vote on Spin-Off, Separate Listing of Livzon Diagnostics	12-18	MT
Livzon Pharma's 190 Products Added to China's National Reimbursement Drug List	12-14	MT
Chinese Drug Regulator Includes Livzon Pharmaceutical Unit's SARS-COV-2 Vaccine for Emergency Use	12-04	MT
Livzon MABPharm Inc. Announces the Inclusion of Recombinant SARS-COV-2 Bivalent (Original/Omicron XBB) Fusion Protein Vaccine (Cho Cell) for Emergency Use	12-03	CI
Livzon Pharmaceutical Group Inc. completed the acquisition of an additional 5% stake in Zhuhai Livzon Diagnostics Inc. from Shi Jianfeng.	11-20	CI
Livzon Pharmaceutical Group Inc. completed the acquisition of an additional 3% stake in Zhuhai Livzon Diagnostics Inc. from Li Lin.	11-20	CI
Livzon Pharma Boosts Stake in Diagnostic Equipment Unit Ahead of Spinoff	11-20	MT
Zhuhai Livzon Biomedical Technology Co., Ltd announced that it expects to receive CNY 1 billion in funding from Livzon Pharmaceutical Group Inc.	11-16	CI
Livzon Pharmaceutical Group Inc. entered into share purchase agreement to acquire an additional 3% stake in Zhuhai Livzon Diagnostics Inc. from Li Lin for CNY 24.57 million.	11-16	CI

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Company Profile

LIVZON PHARMACEUTICAL GROUP INC. is a China based company principally engaged in the research and development, production and sales of pharmaceutical products. The Company's main products include western medicine preparation such as gastrointestinal drugs, cardiovascular drugs and antimicrobial drugs and gonadotrophin drugs, Chinese medicine preparation, active pharmaceutical ingredient and intermediates, diagnostic reagents and equipments. The Company distributes its products in the domestic market and to overseas markets.

Sector

Pharmaceuticals

Calendar

2024-06-14 - Annual General Meeting

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B+

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Mean consensus

OUTPERFORM

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Last Close Price

39.7 CNY

Average target price

41.14 CNY

Spread / Average Target

+3.62%

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Livzon Pharmaceutical Group Inc.

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000513

CNE0000002Y8

Pharmaceuticals

Livzon Pharmaceutical : PROPOSED ADOPTION OF THE FIRST PHASE OWNERSHIP SCHEME (DRAFT) AND ITS ADMINISTRATIVE MEASURES UNDER THE MEDIUM TO LONG-TERM BUSINESS PARTNER SHARE OWNERSHIP SCHEME

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